Transaction service offering

We are there to anticipate moves, manage risk and ensure that everything runs smoothly. With our team of 150 transaction experts, we are equipped to handle challenges efficiently. By drawing on Arendt’s legal, tax, corporate and business expertise, we ensure the full range of insight into your project at all times.

We can assist with every step in the life of your transaction: strategy, preparation, marketing | first contact, due diligence, offer analysis, offer preparation, structuring, mergers | spin-offs | reorganisations, financing | re-financing, raising capital, contract planning | negotiations, pre-closing | closing | post-closing and day-to-day support.

we serve…

• banking/financial services actors
• multinational companies
• public companies
• local businesses
• start-ups, new techs
• construction and real estate companies
• public sector
• private clients

   

advisory/strategy

negotiation

accounting

financing/refinancing

project management

restructuring/insolvency

structuring and governance

commercial matters

corporate

corporate secretarial

merger control/anti-trust

implementation

due diligence

tax, VAT

listings

valuation

STRATEGY

• give business advice that could lead to voluntary divestiture/acquisition, ensuring a safe action
• give pre-sale advice to identify key legal factors, concerns and challenges (compliance, labour law, GDPR, etc.)
• provide guidance on risk, regulation and compliance issues that may impact an acquisition

PREPARATION

• prepare the sales process
• analyse impacts of the sale (corporate, tax, employment, governance)
• determine the scope of vendor due diligence
• review the sale structure, key equity considerations and financing commitment
• review the letter of intent from a legal perspective
• coordinate with investment banks, warranty and indemnity brokers and third parties

MARKETING | FIRST CONTACT

• prepare the pitch and other marketing material (teaser and memorandum)
• prepare documents for the sales process: drafting, review and negotiation of NDAs and process letters, legal commentary on letters of intent from potential buyers

DUE DILIGENCE

• organise and check documents for injection into the VDR from a business, legal and tax perspective
• perform document uploads, structure the VDR process
• prepare and sign off on formal and vendor due diligence reports, or redflag due diligence reports
• review documents in the data room from a business, legal and tax perspective and assess key concerns, including labour, real estate, IP, environmental, anti-bribery, tax and regulatory aspects
• manage the Q&A process, liaising with other stakeholders
• treat questions and perform analysis of answers

TOOLS

• Virtual Data Room (VDR): solution designed to provide secure file sharing and access to the necessary documentation at all times
• Luminance: artificial intelligence for due diligence and document review

OFFER ANALYSIS

analyse offers (NBO) and recommendations

OFFER PREPARATION

• prepare the offer
• review the offer from a legal perspective

STRUCTURING

• run legal and tax analyses and make recommendations for the acquisition of the target (structure paper)
• set up acquisition structrure
• draft or optimise documentation for joint ventures, mergers and reorganisations
• prepare and implement internal financing documentation
• preparation or review of fund flows

MERGERS | SPIN-OFFS | REORGANISATIONS

• structure business combinations and reorganisations
• draft plans for mergers and spin-offs
• implement business segment transfers

FINANCING | RE-FINANCING

• draft or review financing documents
• advise on tax and VAT aspects
• prepare legal capacity opinion
• review security documents and release letters in relation to the financing

RAISING CAPITAL

• regulatory assessment and clearance
• prepare offering and listing documentation
• advice on ongoing obligations

CONTRACT PLANNING | NEGOTIATIONS

• prepare contractual documentation and perform review from a legal perspective
• assist in negotiations from a legal and business perspective
• negotiate with minority shareholders

PRE-CLOSING | CLOSING | POST-CLOSING

• prepare the closing and attend the closing meeting
• assist and follow up on conditions precedent
• assist with:
  • answering preclosing due diligence
  • reiteration of the seller’s representations and warranties on closing
  • regulatory clearances for the seller, drafting the notification to the supervisory authorities, filing
  • preparing postclosing formalities (corporate and regulatory follow-up)
  • prepare ancillary documentation
• prepare the closing memorandum
• draft and file the notification to the authorities
• prepare the closing bible or post-closing to-do list

DAY-TO-DAY SUPPORT

• executive and entrepreneurial support
• planning, operations and performance optimisation
• rollover of management
• new governance
• corporate restructuring
• bookkeeping and paralegal assistance to cover any workload increase

• business advisory
• executive and entrepreneurial support
• strategy, innovation and sustainability
• economic modelling and analysis
• planning, operations and performance

anti-trust

• business licences
• intellectual property rights

• corporate/shareholders litigation
• judicial proceedings
• accounting law
• corporate tax
• international tax issues
• transfer pricing
• DAC6 assistance
• FATCA-CRS issues
• VAT assistance
• corporate governance advice
• paralegal team assistance
• internal reorganisation and distressed restructuring
• advice to start-ups/venture capital

• public offerings
• private placements
• listings of securities
• takeover bids
• public M&A

training solutions

• collective and individual employment law advice
• business immigration law

• bookkeeping
• corporate secretarial services
• eCDF filing
• financial reporting
• fully equipped offices lease
• nominee shareholder/initial limited partner
• preparation of consolidated accounts
• preparation of financial statements (LuxGAAP and IFRS)
• provision of a registered office
• directorship solutions
• liquidation services

• commercial contracts
• real estate transactions
• environmental law

Arendt’s cross-sectoral activities let us understand and manage all types of transactions

our representative offices enable worldwide access to legal experts near you

rely on a team of 150 transaction experts, the largest in Luxembourg, supported by qualified paralegal professionals

Arendt ranks as a tier-1 firm in the most important legal directories
Rankings in 2023
– Band 1 in Corporate/M&A – Chambers & Partners, Global & Europe editions 
– Tier 1 in Financial & Corporate – IFLR 1000
– Tier 1 in Commercial, Corporate and M&A – Legal 500 EMEA